(Nghị
định 43/2010/NĐ-CP bằngTiếng Anh)
The
Decree No. 43/2010/ND-CP on enterprise registration provides in detail
dossiers, order and procedures for registration of enterprises and business
households; and specifies business registration offices and agencies in charge
of state management of enterprise registration.
Content:
Article
1. Scope of regulation
Article
2. Subjects of application
Article
3. Interpretation of terms
Article
4. Principles to be applied in carrying out enterprise registration procedures
Article
5. The right of enterprise founders to establish enterprises and their
obligation to make enterprise registration
Article
6.
Article
7. Business lines
Article
8.
Chapter II. TASKS AND POWERS OF BUSINESS REGISTRATION OFFICES AND STATE
MANAGEMENT OF
Article
9. Business registration offices
Article
10. Tasks, powers and responsibilities of provincial-level business
registration offices
Article
11. Tasks, powers and responsibilities of district-level business registration
offices
Article
12. State management of enterprise registration
Chapter III. REGISTRATION OF NAMES OF ENTERPRISES
Article
13. Names of enterprises
Article
14. Prohibitions in enterprise naming
Article
15. Identical names and confusingly similar names
Article
16. Other issues related to enterprise naming
Article
17. Handling of cases in which enterprise names violate industrial property
regulations
Article
18. Names of branches, representative offices and business places
Chapter IV. DOSSIERS. ORDER AND PROCEDURES FOR
Article
19.
Article
20.
Article
21.
Article
22.
Article
23.
Article
24. Personal identification papers in an enterprise registration dossier
Article
25. Receipt of enterprise registration dossiers
Article
26. Process of coordination in the creation and grant of enterprise
identification numbers
Article
27. Online enterprise registration
Article
28. Time limit for grant of enterprise registration certificates
Article
29. Grant of enterprise registration certificates
Article
30. Correction of information in enterprise registration certificates
Article
31. Provision of information on enterprise registration contents
Article
32.
Article
33. Registration of the operation of branches or representative offices, and
notification of the setting up of business places
Chapter V. DOSSIERS, ORDER AND PROCEDURES FOR REGISTRATION OF CHANGES IN
Article
34. Registration of addition or change of business lines
Article
35. Registration of change of addresses of enterprises' head offices
Article
36. Registration of change of enterprise names
Article
37. Registration of change of general partners
Article
38. Registration of change of representatives at law of limited liability
companies or joint-stock companies
Article
39. Registration for change of investment capital of private enterprise owners
Article
40. Registration of change of charter capital or in capital contribution
proportions
Article
41. Registration of change of founding shareholders of joint-stock companies
Article
42. Registration of change of members of limited liability companies with two
or more members
Article
43. Registration of change of owners of one-member limited liability companies
Article
44. Registration of change of private enterprise owners in case of sale or
donation of enterprises or death or missing of enterprise owners
Article
45. Registration of changes in tax registration
Article
46. Registration of changes in enterprise registration or operation
registration under court rulings
Article
47. Registration of change in operation registration or notices of termination
of operation of branches, representative offices or business places
Article
48. The right of enterprises to complain
Chapter VI. REGISTRATION OF BUSINESS HOUSEHOLDS
Article
49. Business households
Article
50. The right to set up business households and the obligation of business
households to register their business
Article
51. Business household registration certificates
Article
52. Order of and procedures for registration of business households
Article
53. Business timing
Article
54. Business places of business households
Article
55. Registration of change in business household registration
Article
56. Naming of business households
Chapter VII. ORDER OF AND PROCEDURES FOR REGISTRATION OF TEMPORARY
CESSATION OF BUSINESS OPERATION. RE-GRANT OR REVOCATION OF
Article
57. Temporary cessation of business operation
Article
58. Re-grant of enterprise registration certificates
Article
59. Revocation of enterprise registration certificates
Article
60. Order of and procedures for revoking enterprise registration certificates
Article
61. Cases of revocation of business household registration certificates
Chapter VIII. IMPLEMENTATION PROVISIONS
Article
62. Handling of violations, commendation
Article
63. Transfer of data on enterprise registration
Article
64. Effect
Article
65. Responsibility to implement the Decre
-
DECREE
ON
|
THE GOVERNMENT |
SOCIALISTREPUBLIC OF VIET |
|
No. 43/2010/ND-CP |
|
THE GOVERNMENT
Pursuant
to the December 25, 2001 Law on Organization of the Government;
Pursuant to the November 29, 2005 Law on Enterprises;
Pursuant to the November 29, 2005 Law on Investment;
Pursuant to the November 29, 2006 Law on Tax Administration;
At the proposal of the Minister of Planning and Investment,
DECREES:
Chapter I
GENERAL PROVISIONS
Article 1. Scope of regulation
This
Decree provides in detail dossiers, order and procedures for registration of
enterprises and business households; and specifies business registration
offices and agencies in charge of state management of enterprise registration.
Article 2. Subjects of application
This
Decree applies to the following subjects:
1.
Domestic organizations and individuals and foreign organizations and individuals
that make enterprise registration under Vietnamese law:
2.
Individuals, groups of individuals and households that make registration of
business households under this Decree;
3.
Business registration offices;
4.
Tax offices;
5.
Other organizations and individuals involved in enterprise registration.
Article 3. Interpretation of terms
In
this Decree, the terms below are construed as follows:
1.
2.
An
enterprise registration certificate serves concurrently as the business
registration certificate and the tax registration certificate of an enterprise.
3.
National enterprise registration information system means a specialized
enterprise registration information system built and operated by the Ministry
of Planning and Investment in coordination with concerned agencies to transmit,
receive, store, display or otherwise process data for enterprise registration.
The national enterprise registration information system consists of the
national enterprise registration portal and the national enterprise
registration database.
4.
National enterprise registration portal means a website for online enterprise
registration or access to enterprise registration information by organizations
and individuals and used for the grant of enterprise registration certificates
by business registration offices.
5.
National enterprise registration database means a set of data on enterprise
registrations made nationwide. Information in enterprise registration dossiers
stored in the national enterprise registration database is legally valid as
original information on enterprises.
Article 4. Principles to be applied in carrying out
enterprise registration procedures
1.
2.
Business registration offices are responsible for the validity of enterprise
registration dossiers but not responsible for violations committed by
enterprises before and after enterprise registration.
3.
Business registration offices will not settle disputes among members and
shareholders of companies or between them and other organizations and
individuals in the course of operation.
4.
Coercive measures to enforce tax administrative decisions related to enterprise
identification numbers shall be taken under the Law on Tax Administration and
guiding documents.
Article 5. The right of enterprise founders to establish
enterprises and their obligation to make enterprise registration
1.
To establish enterprises in accordance with law is the right of individuals and
organizations, which is protected by the State.
2.
3.
Business registration offices and other agencies are prohibited from troubling
to organizations and individuals when receiving dossiers and making enterprise
registration.
4.
Ministries, ministerial-level agencies. People's Councils and People's
Committees at all levels may not promulgate regulations on enterprise
registration to be exclusively applied to their own branches or localities.
5.
Enterprises shall register changes in their enterprise registrations within 10
working days after they decide on these changes, unless otherwise provided for
by law.
6.
Enterprises shall submit their financial statements to business registration
offices under law.
Article 6.
1.
An enterprise registration application includes contents on business registration
and those on tax registration.
2.
3.
Forms of enterprise registration application and enterprise registration
certificate shall be set by the Ministry of Planning and Investment and applied
uniformly nationwide.
4.
Enterprises which have been issued business registration certificates or
business and tax registration certificates before the effective date of this
Decree are not required to convert these certificates into enterprise
registration certificates. Enterprises shall be issued new enterprise
registration certificates when they register changes in their registration
contents.
5.
In case enterprises wish to convert their business registration certificates or
business and tax registration certificates into enterprise registration
certificates without changing business and tax registration contents, they
shall submit their applications enclosed with original business registration
certificates and original tax registration certificates or original business
and tax registration certificates to business registration offices for the
grant of enterprise registration certificates.
Article 7. Business lines
1.
Business lines shall be written in enterprise registration certificates under
level-four codes in the Vietnamese system of economic sectors, except for
banned business lines.
Specific
contents of sub-sectors of level-four economic sectors must comply with
regulations on contents of the Vietnamese system of economic sectors
promulgated by the Ministry of Planning and Investment.
The
coding of business lines registered in enterprise registration certificates is
only for the statistical purpose.
Based
on the Vietnamese system of economic sectors, enterprise founders may select
business lines and write the codes of these business lines in their enterprise
registration applications. Business registration offices shall check and
indicate these business lines and codes in enterprise registration certificates.
2.
Conditional business lines that are stipulated in other legal documents shall
be written in enterprise registration certificates according to those legal
documents.
3.
Business lines that are not yet included in the Vietnamese system of economic
sectors but are stipulated in other legal documents shall be written in
enterprise registration certificates according to those legal documents.
4.
Business lines that are neither included in the Vietnamese system of economic
sectors nor stipulated in other legal documents, business registration offices
shall notify them to the Ministry of Planning and Investment (the Genera!
Statistics Office) for consideration and addition of new codes.
5.
Conditional business lines are stipulated in laws of the National Assembly,
ordinances of the National Assembly Standing Committee and decrees of the
Government. It is prohibited to stipulate conditional business lines or issue
legal documents thereon ultra vires. Enterprises may conduct these business
lines as soon as they fully satisfy the conditions prescribed by law. The state
management of conditional business lines and inspection of satisfaction of
business conditions by enterprises shall be performed by specialized agencies
defined by specialized laws.
6.
For business lines that require practicing certificates, conditions on the
grant of relevant practicing certificates and use of these certificates in
production and business operations of enterprises comply with specialized laws.
Article 8.
1.
Every enterprise shall be granted a sole identification number which is called
enterprise identification number. Such an identification number serves
concurrently as the business registration number and tax identification number
of an enterprise.
2.
An enterprise identification number will exist throughout the course of
operation of the enterprise and must not be re-granted to another organization
or individual. When the enterprise terminates its operation, its enterprise
identification number will no longer be valid and must not be reused.
Private
enterprise identification numbers comply with the tax law.
3.
4.
Throughout the course of operation, from the establishment to operation
termination of an enterprise, an enterprise identification number shall be used
for the declaration and payment of all payable taxes, even in case the
enterprise conducts different business lines or production and business
operations in different localities.
5.
Identification numbers of affiliated units of an enterprise shall be granted to
its branches, representative offices and business places.
Chapter II
TASKS AND POWERS OF
BUSINESS REGISTRATION OFFICES AND STATE MANAGEMENT OF
Article 9. Business registration offices
1.
Business registration offices shall be organized in provinces and centrally run
cities (below referred to as provincial level) and in urban districts, rural
districts, towns and provincial cities (below referred to as district level),
including:
a/
At the provincial level: Business registration offices under provincial-level
Planning and Investment Departments (below referred to as provincial-level
business registration offices).
For
The
People's Committees of Hanoi, Ho Chi Minh, Hai Phong, Da Nang and Can Tho
cities shall, after reaching agreement with the Ministry of Home Affairs and
the Ministry of Planning and Investment, consider and shift on a pilot basis
provincial-level business registration offices to operate as non-business units
with revenues.
b/
At the district level: Business registration offices shall be set up in urban
districts, rural districts, towns and provincial cities in which the number of
newly registered business households and cooperatives is 500 or more on annual
average in the last two years.
For
localities in which no district-level business registration office is set up.
district-level People's Committees shall assign their finance-planning
divisions to carry out business registration for business households stipulated
in Article 11 of this Decree (below collectively referred to as district-level
business registration offices).
2.
Provincial- and district-level business registration offices have their own
bank accounts and seals.
Article 10. Tasks, powers and responsibilities of
provincial-level business registration offices
1.
To directly receive enterprise registration dossiers; check the validity of
enterprise registration dossiers, and grant or refuse to grant enterprise
registration certificates.
2.
To coordinate with one another in the development, management and operation of
the national enterprise registration information system: to transfer data from
local business registration databases to the national enterprise registration
database: to provide information on enterprise registration within their
localities to provincial-level People's Committees, local tax departments,
concerned agencies and inquiring organizations and individuals.
3.
To request enterprises to report on their business performance as provided for
at Point c, Clause 1. Article 163 of the Law on Enterprises: and urge
enterprises to implement the annual report regime.
4.
To directly inspect or propose competent state agencies to inspect enterprises
against the contents in their enterprise registration dossiers: to provide
guidance on dossier, order and procedures for business household registration
to district-level business registration offices: to provide guidance on
dossier, order and procedures for enterprise registration to enterprises and
enterprise founders.
5.
To request enterprises to temporarily cease conditional business lines when
finding out that they fail to fully satisfy the conditions as prescribed by
law. and concurrently notify such to competent state agencies for handling under
law.
6.
To revoke enterprise registration certificates in the cases specified in
Article 59 of this Decree.
7.
To carry out registration for enterprises of other types as provided for by
law.
Article 11. Tasks, powers and responsibilities of
district-level business registration offices
1.
To directly receive business household registration dossiers; check the
validity of these dossiers, and grant or refuse to grant business household
registration certificates.
2.
To coordinate with one another in the development, management and operation of
information systems for business households operating in their localities; to
periodically report to district-level People's Committees, provincial-level business
registration offices, and district level tax offices on business households in
their localities.
3.
To directly inspect business households in their localities against the
contents in registration dossiers: to coordinate with competent state agencies
in inspecting enterprises; to verify the contents of business registration of
enterprise-; and their branches and representative offices in their localities
at the request of provincial-level business registration offices.
4.
To request business households to report on their business performance when
necessary
5.
To request business households to temporarily cease conditional business lines
when finding out that they fail to fully satisfy the conditions as required by
law; and to concurrently notify such to competent state agencies for handling
under law.
6.
To revoke business household registration certificates in the cases specified
in Article 61 of this Decree.
7.
To carry out registration for enterprises of other types under law.
Article 12. State management of enterprise registration
1.
Tasks, powers and responsibilities of the
Ministry
of Planning and Investment:
a/
To promulgate according to its competence or submit to competent authorities
for promulgation legal documents on enterprise registration and business
household registration; guiding documents on professional knowledge and
operations, forms and reporting regime to serve the enterprise registration,
business household registration and online registration;
b/
To provide professional guidance, training and retraining on enterprise
registration for enterprise registration officers;
c/.
To organize the development and management of the national enterprise
registration information system to serve enterprise registration operations
nationwide; to provide information on enterprise registration to concerned
agencies of the Government or to inquiring organizations and individuals; to
guide provincial-level business registration offices in transferring data to
the national enterprise registration database. Funds for the operation of and
development investment in the national enterprise registration information
system come from the state budget and other sources;
d/
To assume the prime responsibility for, and coordinate with the Ministry of
Finance in. making the connection between the enterprise registration
information and tax information systems;
e/
To distribute enterprise information publications containing information on
enterprise registration and the setting up of branches and representative
offices of enterprises nationwide;
f/
To perform international cooperation in enterprise registration.
2.
Tasks, powers and responsibilities of the Ministry of Finance:
a/
To coordinate with the Ministry of Planning and Investment in making the
connection between the national enterprise registration information and tax
information systems for the purpose of granting enterprise identification
numbers for use in enterprise registration and information exchange. To create
and transfer enterprise identification numbers to the Ministry of Planning and
Investment for subsequent transfer to provincial-level business registration
offices for grant to enterprises:
b/
To assume the prime responsibility for. and coordinate with the Ministry of
Planning and Investment in, guiding the collection and use of fees for
enterprise or business household registration, registration of the setting up
of branches, representative offices or business places, and provision of
enterprise registration information.
3.
The Ministry of Home Affairs shall assume the prime responsibility for. and
coordinate with the Ministry of Planning and Investment in guiding the
organization and personnel of central, provincial- and district-level business
registration offices; and setting criteria for business registration officers
and managerial posts in the system of business registration offices.
4.
The Ministry of Public Security shall assume the prime responsibility for. and
coordinate with concerned ministries and branches in, guiding the verification
of personal identities of enterprise founders and managers.
5.
The Ministry of Culture, Sports and Tourism shall issue documents guiding the
naming of enterprises not contrary to the history, culture, ethics and fine
customs and traditions of the nation and the use of the names of great
personalities in naming enterprises.
6.
Ministries, ministerial-level agencies and government-attached agencies shall,
within the ambit of their functions and tasks, guide conditional business lines
and conditions for conducting these business lines; post on their websites the
list of conditional business lines and send this list to the Ministry of
Planning and Investment for posting on the national enterprise registration
portal.
7.
Provincial-level People's Committees shall perform the state management of
enterprises and enterprise registration as provided in Article 162 of the Law
on Enterprises.
Chapter III
REGISTRATION OF NAMES OF
ENTERPRISES
Article 13. Names of enterprises
1.
Enterprise names must be written in Vietnamese and pronounceable, may include
letters F. J, Z and W. numerals and symbols, and consists of the following two
elements:
a/ Type
of enterprise, including limited liability company, in which the phrase limited
'liability' {trach nhiem huu han) can be abbreviated to 'TNHH'; joint-stock
company, in which the word 'joint-stock' (cophan) can be abbreviated to 'CP';
partnership company, in which the word 'partnership' {hop danh) can be
abbreviated to 'HD'; private enterprise, in which the word 'private' (tu nhan)
can be abbreviated to 'TN'.
b/
Proper name of enterprise;
2.
An enterprise can use its business line and investment form to form its proper
name, provided that it has registered that business line or invested in that
form.
3.
Names of state economic groups shall be decided by the Prime Minister.
Article 14. Prohibitions in enterprise naming
1.
An enterprise is not allowed to have a name which is identical or confusingly
similar to that of another enterprise which has been registered nationwide,
except enterprises with revoked enterprise registration certificates and
dissolved enterprises. This provision will apply from January 1, 2011.
From
the effective date of this Decree to December 31, 2010, the prevention of
identical and confusing similar enterprise names shall be conducted within
provinces and centrally run cities.
2.
It is prohibited to use names of state agencies, people's armed forces units,
political or socio-political organizations to form part or the whole of proper
names of enterprises, unless it is permitted by those agencies, units or
organizations.
3.
It is prohibited to use words and signs in violation of historical and cultural
traditions, ethics and fine customs of the nation and great personalities'
names to form proper names of enterprises.
Article 15. Identical names and confusingly similar names
1.
Having an identical name is the case in which the name of an enterprise
applying for registration is written and read in Vietnamese in completely the
same way as the name of a registered enterprise.
2.
In the following cases, an enterprise name shall be considered confusingly
similar to that of another enterprise:
a/
The name in Vietnamese of the enterprise applying for registration is read in
the same way as the name of a registered enterprise:
b/
The name in Vietnamese of the enterprise applying for registration differs from
the name of a registered enterprise only in the symbol "&"; the
dash "-" or the word "and";
c/
The abbreviated name of the enterprise applying for registration is identical
to that of a registered enterprise;
d/
The name in a foreign language of the enterprise applying for registration is
identical to the name in that foreign language of a registered enterprise;
e/
The proper name of the enterprise applying for registration differs from that
of a registered enterprise in one or several cardinal number(s), ordinal
number(s). or one or several Vietnamese letter(s) (A. B. C,...) which stand(s)
right after the enterprise name, unless the enterprise applying for
registration is a subsidiary of the registered enterprise;
f/
The proper name of the enterprise applying for registration differs from that of
a registered enterprise in the word "tan" (new) standing in front of
or "mo/" (new) after the name of a registered enterprise;
g/
The proper name of the enterprise applying for registration differs from that
of a registered enterprise only in the words meaning Northern. Southern.
Central. Western. Eastern or words of similar meaning, unless the enterprise
applying for registration is a subsidiary of the registered enterprise;
h/
The proper name of the enterprise is identical to that of a registered enterprise.
Article 16. Other issues related to enterprise naming
1.
Enterprises that have registered their names in compliance with Decree No.
88/2006/ND-CP but not in compliance with Clause 1. Article 14 of this Decree
are not required to register for renaming. Enterprises with identical or
confusingly similar names are encouraged and facilitated to negotiate with one
another and register to change their names or add geographical names as an
element distinctive of their names.
2.
Before registering their names, enterprises should refer to the names of all
enterprises currently in operation on the national enterprise registration
database.
3.
Business registration offices may accept or reject proposed enterprise names in
compliance with law and their decisions are final.
Article 17. Handling of cases in which enterprise names
violate industrial property regulations
1.
It is prohibited to use trade names, marks or geographical indications of
organizations and individuals already under protection to form proper names of
enterprises, unless consent of owners of those trade names, marks or
geographical indications is obtained. Before registering their names,
enterprises may refer to registered marks or geographical indications already
on the database on marks and geographical indications operated by the National
Office of Industrial Property of the Ministry of Science and Technology.
2.
Bases for identifying an enterprise name infringing upon industrial property
rights comply with the law on intellectual property.
Enterprises
shall be held responsible before law for naming themselves in violation of
intellectual property regulations. In case an enterprise name violates
regulations on protection of industrial property rights, the enterprise bearing
that name shall register for change of its name.
3.
Industrial property owners may request business registration offices to request
enterprises whose names infringe upon their industrial property rights to
change their names as appropriate. Industrial property owners shall supply to
business registration offices necessary documents specified in Clause 4 of this
Article.
4.
Business registration offices shall issue notices requesting infringing
enterprises to change their names upon being notified by industrial property
owners of infringements upon industrial property rights. Enclosed with a notice
of an industrial property owner must be the following:
a/ A
true copy of a competent agency's written conclusion that the use of the
enterprise name infringes upon industrial property rights;
b/ A
true copy of the mark or geographical indication registration certificate or an
excerpt of the national register of marks and geographical indications granted
by the National Office of Intellectual Property for a mark or geographical
indication; a true copy of the certificate of internationally registered mark
protected in Vietnam or a copy of the international mark official gazette of
the World Intellectual Property Organization or the industrial property
official gazette with certification by the National Office of Intellectual
Property for an internationally registered mark; a document proving that the
trade name is used lawfully and continuously before the disputed enterprise
name is registered.
5.
Within 10 working days after receiving all papers specified in Clause 4 of this
Article, a business registration office shall issue a notice requesting the
enterprise with the infringing name to change that name and carry out renaming
procedures within 2 months after the notice is issued. Past that time limit, if
the enterprise fails to change its name as requested, the business registration
office shall notify the case to a competent state agency for handling under the
law on intellectual property.
Article 18. Names of branches, representative offices and
business places
1.
Names of branches, representative offices and business places must be written
in Vietnamese and pronounceable, and may include letters F. J. Z and W,
numerals and symbols.
2.
The name of a branch, representative office or business place must bear the
enterprise name followed by the word "branch" (chi nhanh)
for registration of the setting up of a branch, or the phrase
"representative office" (van phong dai dien) for
registration of the setting up of a representative office, or the
organizational form of the business place.
3.
Names of state enterprises transformed into dependent accounting units to meet
reorganization requirements may be kept intact.
Chapter IV
DOSSIERS. ORDER AND
PROCEDURES FOR ENTERPRISE REGISTRATION, REGISTRATION OF OPERATION OF BRANCHES
AND REPRESENTATIVE OFFICES
Article 19. Enterprise registration dossier for a private
enterprise
1.
An application for enterprise registration;
2. A
valid copy of any of lawful personal identification papers of the private
enterprise owner specified in Article 24 of this Decree;
3.
Written certification of legal capital, issued by a competent agency or
organization, for enterprises conducting business lines for which legal capital
is required by law;
4.
Valid copies of practicing certificates of
one or several persons as required for enterprises conducting business lines
for which practicing certificates are required by law.
Article 20. Enterprise registration dossier for a limited
liability company with two or more members, joint-stock company or partnership
1.
An application for enterprise registration;
2.
The draft company charter, which must bear all signatures of general partners,
for partnerships; of the representative at law and members or their authorized
representatives; for limited liability companies with two or more members; of
the representative at law and founding shareholders or their authorized
representatives, for joint-stock companies. Members or founding shareholders
shall take joint responsibility for the lawfulness of the company charter;
3. A
list of members, for limited liability companies with two or more members and
partnerships; or a list of founding shareholders, for joint-stock companies,
made according to the form set by the Ministry of Planning and Investment. The
list of members or list of founding members shall be enclosed with the
following:
a/ A
valid copy of any of lawful personal identification papers specified in Article
24 of this Decree, of founding members or founding shareholders who are
individuals;
b/ A
copy of the establishment decision; business registration certificate or
enterprise registration certificate or an equivalent document: a valid copy of
any of the personal identification papers of the authorized representative as
specified in Article 24 of this Decree and the relevant authorization decision
for founding members or founding shareholders that are legal entities.
4.
Written certification of legal capital, issued by a competent agency or
organization, for companies conducting business lines for which legal capital
is required by law:
5.
Valid copies of practicing certificates of general partners, for partnerships,
of one or several individuals, for limited liability companies and joint-stock
companies, in case these companies conduct business lines for which practicing
certificates are required by law.
Article 21. Enterprise registration dossier for a
one-member limited liability company
1.
An application for enterprise registration;
2.
The draft company charter, which must bear all signatures of the owner and the
representative at law of the company in case the company owner is an
individual: authorized representatives and representative at law in case the
company owner is an organization. The company owner shall take responsibility
for the lawfulness of the company charter;
3. A
valid copy of any of personal identification papers specified in Article 24 of
this Decree of the company owner who is an individual, or the establishment
decision, business registration certificate, enterprise registration
certificate or an equivalent document, the charter or an equivalent document of
the company owner that is an organization (unless the company owner is the
State);
4. A
list of authorized representatives, for one- member limited liability companies
organized and managed under Clause 3. Article 67 of the Law on Enterprises,
made according to the form set by the Ministry of Planning and Investment. This
list shall be enclosed with a valid copy of any of personal identification
papers of each authorized representative as specified in Article 24 of this
Decree.
A
valid copy of any of personal identification papers of the authorized
representative as specified in Article 24 of this Decree for a one-member
limited liability company organized and managed under Clause 4 Article 67 of
the Law on Enterprises;
5.
An authorization document issued by the company owner for the authorized
representative, for companies whose owners are organizations;
6.
Written certification of legal capital, issued by a competent agency or
organization, for companies conducting business lines for which legal capital
is required by law;
7.
Valid copies of practicing certificates of one or several individuals required
for companies conducting business lines for which practicing certificates are
required by law.
Article 22. Enterprise registration dossiers for companies
established on the basis of division, separation or consolidation, and for
merging companies
1.
In case a limited liability company or joint-stock company is divided into
several companies of the same type, in addition to the papers specified in
Articles 20 and 21 of this Decree, the enterprise registration dossier must
comprise the company division decision as specified in Article 150 of the Law
on Enterprises, the minutes of the Members' Council meeting, for limited
liability companies with two or more members, the minutes of the Shareholders'
General Meeting, for joint-stock companies, on the company division, and a
valid copy of the business registration certificate or enterprise registration
certificate or an equivalent paper of the company.
2.
In case one or several new companies of the same type is/are formed by
separation from an existing limited liability company or joint-stock company,
in addition to the papers specified in Articles 20 and 21 of this Decree, the
enterprise registration dossier of the separated company must comprise the
company separation decision as specified in Article 151 of the Law on
Enterprises, the minutes of the Members' Council meeting, for limited liability
companies with two or more members, the minutes of the Shareholders' General
Meeting, for joint-stock companies, on the company separation, and a valid copy
of the business registration certificate or enterprise registration certificate
or an equivalent paper of the company.
3..
In case several companies of the same type are consolidated into a new company,
in addition to the papers specified in Articles 20 and 21 of this Decree, the
enterprise registration dossier must comprise the company consolidation
contract as specified in Article 152 of the Law on Enterprises, the minutes and
decision of the Members' Council meeting, for limited liability companies with
two or more members, the minutes and decision of the Shareholders' General
Meeting, for joint-stock companies on consolidation, for joint-stock companies,
and business registration certificates or enterprise registration certificates
or equivalent papers of all consolidated companies.
4..
In case one or several companies are merged into another company of the same
type, in addition to the papers specified in Chapter V of this Decree, the
enterprise registration dossier of the merging company must additionally
comprise the merger contract as specified in Article 153 of the Law on
Enterprises, the minutes and decision of the Members' Council meeting, for
limited liability companies with two or more members, the minutes of the Shareholders'
General Meeting on merger, for joint-stock companies, and business registration
certificates or enterprise registration certificates of the merging company and
all merged companies.
The
announcement of the establishment of a new enterprise shall be published
concurrently with the announcement of termination of the old enterprise's
operation and the settlement of relevant rights and obligations.
Article 23. Enterprise registration dossiers for cases of
enterprise transformation
1.
In case of transformation of a one-member limited liability company into a
limited liability company with two or more members, a transformation
registration dossier comprises:
a/
An application for enterprise transformation:
b/
The charter of the new company as specified in Article 22 of the Law on
Enterprises;
c/ A
list of members, made according to a form set by the Ministry of Planning and
Investment, and a valid copy of any of personal identification papers of
individual company members as specified in Article 24 of this Decree, and
copies of business registration certificates or enterprise registration
certificates of institutional company members;
d/
The transfer contract or written certification of donation of part of the
company ownership in case the company owner transfers or donates part of
his/her company ownership to one or several other individuals; the company
owner's decision on mobilization of capital contributions from one or several
other individuals.
When
receiving the enterprise registration certificate of the new company, the
company shall return the original enterprise registration certificate or an
equivalent paper of the transformed company.
2.
In case of transformation of a limited
liability company with two or more members into a one-member limited liability
company, a transformation registration dossier comprises:
a/
An application for enterprise transformation;
b/
The charter of the new company as specified in Article 22 of the Law on
Enterprises;
c/ A
valid copy of the establishment decision or the enterprise registration
certificate or an equivalent paper of institutional company owners or a copy of
any of other personal identification papers specified in Article 24 of this
Decree of individual company owners;
d/ A
list of authorized representatives, for one-member limited liability companies
organized under Clause 3, Article 67 of the Law on Enterprises; a copy of any
of personal identification papers of the authorized representative as specified
in Article 24 of this Decree, for one-member limited liability companies
organized under Clause 4. Article 67 of the Law on Enterprises.
e/
The contract on transfer of capital contributions within the company;
f/ A
written decision and a copy of the minutes of the Members' Council meeting on
the company transformation.
When
receiving the enterprise registration certificate of the new company, the
company shall return the original enterprise registration certificate or an
equivalent paper of the transformed company.
3.
In case of transformation of a private enterprise into a limited liability
company, a transformation registration dossier comprises:
a/
An application for enterprise transformation;
b/
The charter of the company;
c/ A
list of creditors and unpaid debts, including also tax arrears, and payment
deadlines: a list of existing employees: and a list of unliquidated contracts:
d/ A
list of members as specified in Article 23 of the Law on Enterprises, for
transformation of private enterprises into limited liability companies with two
or more members: a valid copy of any of personal identification papers of
individual company members as specified in Article 24 of this Decree, or copies
of business registration certificates or enterprise registration certificates
of institutional company members;
e/
The private enterprise owner's written commitment to bear personal liability
for all unpaid debts of the private enterprise with all his/her assets and
commitment to fully pay due debts:
f/
Written agreements with parties to unliquidated contracts on the receipt and
performance of these contracts by the new limited liability company;
g/
The private enterprise owner's written commitment or an agreement between the
private enterprise owner and other capital contributors on the receipt and
employment of existing employees of the private enterprise.
When
receiving the enterprise registration certificate of the new company, the
enterprise shall return the original enterprise registration certificate or an
equivalent paper of the transformed enterprise.
4.
In case of transformation of a limited liability company into a joint-stock
company or vice versa, a transformation registration dossier comprises:
a/
An application for enterprise transformation;
b/
The company owner's decision or decision and minutes of the Members' Council
meeting or the Shareholders' General Meeting on the company transformation:
c/
The charter of the company after transformation:
d/ A
list of members or a list of founding shareholders or general shareholders and
papers specified in Clause 3, Article 19 of the Law on Enterprises;
e/
The contract on transfer of capital contributions or an agreement on investment
capital contribution.
When
receiving the enterprise registration certificate of the new company, the
company shall return the original enterprise registration certificate or an
equivalent paper of the transformed enterprise.
Article 24. Personal identification papers in an enterprise
registration dossier
1.
Valid identity card or passport, for Vietnamese citizens.
2.
Any of the following papers that is still valid, for overseas Vietnamese:
a/
Vietnamese passport;
b/
Foreign passport (or a paper that can substitute the foreign passport) and any
of documents evidencing the Vietnamese origin of overseas Vietnamese.
3.
Temporary residence registration certificate granted by a competent Vietnamese
agency and a valid passport, for foreigners permanently residing in Vietnam.
4.
Valid passport, for foreigners not permanently residing in Vietnam.
Article 25. Receipt of enterprise registration dossiers
1.
Enterprise founders or their authorized representatives shall submit complete
dossiers as specified in this Decree to provincial-level business registration
offices in the localities where their enterprises are headquartered.
2.
An enterprise registration dossier shall be received for inputting information
into the national enterprise registration information system when:
a/
It comprises all papers specified in this Decree;
b/
The enterprise name is indicated in the enterprise registration application or
enterprise transformation application;
c/
The address of the enterprise registration dossier submitter is indicated;
d/
The enterprise registration fee is paid under regulations.
3.
Upon receipt of dossiers, business registration offices shall hand dossier
receipt slips to dossier submitters.
4.
After receiving enterprise registration dossiers, business registration offices
shall check the validity of these dossiers and input adequate and accurate
information in enterprise registration dossiers into the national enterprise
registration information system.
In
case dossiers are invalid or names of enterprises to be registered are
incompliant with regulations, business registration offices shall clearly
notify in writing contents to be modified or supplemented to enterprise
founders within 5 working days after receiving the dossiers.
In
case of online enterprise registration, business registration offices shall
inform via the net enterprise registrants of the time of notifying enterprise
registration results or contents to be supplemented or modified (if any).
Article 26. Process of coordination in the creation and
grant of enterprise identification numbers
When
enterprise registration dossiers satisfy the prescribed conditions for the
grant of enterprise registration certificates, information on enterprise
registration dossiers shall be transferred to the database of the General
Department of Taxation (the Ministry of Finance). Within 2 working days after
receiving information from the national enterprise registration database, the
General Department of Taxation shall create enterprise identification numbers
and transfer them to the national enterprise registration database to be
granted by provincial-level business registration offices to enterprises.
Information on the grant of enterprise registration certificates shall be
transferred to the General Department of Taxation.
In
case the General Department of Taxation refuses to grant enterprise
identification numbers, it shall notify such to the Ministry of Planning and
Investment, clearly stating reasons; for subsequent notification by
provincial-level business registration offices to enterprises.
Article 27. Online enterprise registration
1.
Online enterprise registration means enterprise registration conducted by
enterprise founders through the national enterprise registration portal.
2.
Business registration offices shall receive and examine dossiers, guide the
modification and supplementation of dossiers and notify results of processing
of enterprise registration procedures through the national enterprise
registration information system.
3.
In case enterprise founders have no e-signatures. online enterprise
registration may be conducted according to the following procedures: After
enterprise registration dossiers are accepted on the national enterprise
registration information system, enterprises shall print out the certification
of online submission of their enterprise registration dossiers from the system.
Enterprises' representatives at law shall sign on the certification of online
submission of their enterprise registration dossiers and send such
certification to provincial-level business registration offices in localities
where their enterprises are located. After receiving the certification of
online submission of enterprise registration dossiers, provincial-level
business registration offices shall examine the dossiers and grant enterprise
registration certificates to enterprises.
4.
Enterprise registration dossiers submitted through the national enterprise
registration portal are legally valid as paper dossiers.
Article 28. Time limit for grant of enterprise registration
certificates
Within
5 working days after receiving valid dossiers, provincial-level business
registration offices shall grant enterprise registration certificates to
applying enterprises, or carry out registration of changes in enterprise
registration, division, separation, merger, consolidation or transformation,
registration of operation of branches or representative offices or notification
of the setting up of business places of enterprises.
Past
that time limit, if they receive neither an enterprise registration certificate
nor a request for modification or supplementation of their enterprise
registration dossiers, enterprise founders may lodge a complaint under the law
on complaints and denunciations.
Article 29. Grant of enterprise registration certificates
1.
Enterprises shall be granted enterprise registration certificates if they
satisfy all the conditions specified in Article 24 of the Law on Enterprises.
2.
Enterprises may receive enterprise registration certificates directly at
business registration offices or register and pay a fee for receiving
enterprise registration certificates via delivery service.
3.
From the date of receiving enterprise registration certificates, all
enterprises may commence their business operations, except those engaged in
conditional business lines.
4.
Enterprises may request business registration offices to grant copies of
enterprise registration certificates and shall pay a fee as prescribed.
5.
When receiving new enterprise registration certificates in case of registration
of changes in enterprise registration, enterprises shall return old enterprise
registration certificates or old business registration certificates or other
equivalent papers.
Article 30. Correction of information in enterprise
registration certificates
1.
Upon detecting that contents of an enterprise registration certificate are
inconsistent with those of the enterprise registration dossier, an enterprise
may send a notice requesting the business registration office to correct
contents of the enterprise registration certificate to be consistent with the
submitted enterprise registration dossier.
2.
Business registration offices shall receive notices, examine dossiers and
re-grant enterprise registration certificates to enterprises within 2 working
days after receiving the notices, provided information in such notices is
accurate.
Article 31. Provision of information on enterprise
registration contents
1.
Periodically in the second week every month, provincial-level business
registration offices shall send lists of enterprises registered in the last
month enclosed with their information to agencies that manage economic and
technical branches at the same level and district-level business registration
offices. In localities where information technology infrastructure conditions
permit, exchange of information on enterprise registration may be made online.
2.
Organizations and individuals may request business registration offices to
provide information on enterprise registration stored in the national
enterprise registration information system and shall pay a fee as prescribed.
Article 32. Enterprise registration fee
1.
Enterprise founders shall pay an enterprise registration fee at the time of
submitting enterprise registration dossiers. This fee may be paid directly at
business registration offices or remitted into accounts of business
registration offices. It will not be refunded to enterprises that are not
granted enterprise registration certificates.
2.
The Ministry of Finance shall assume the prime responsibility for, and
coordinate with the Ministry of Planning and Investment in, guiding the fee
levels and the use of the fee for the registration of enterprises and business
households to partially pay expenses for the operation of business registration
offices. The level of retention of the fee by business registration offices
must not be lower than 50% of the total collected fee amount. The enterprise
registration fee level shall be uniformly applied nationwide.
Article 33. Registration of the operation of branches or representative
offices, and notification of the setting up of business places
1.
Dossiers of registration of the operation of branches or representative
offices:
Upon
setting up a branch or representative office, an enterprise shall send a notice
of such setting-up to the provincial-level business registration office of the
locality where the enterprise locates its branch or representative office. Such
a notice has the following details:
a/
Enterprise identification number;
b/
Name and address of the head office of the enterprise;
c/
Name of the branch or representative office to be set up;
d/
Address of the branch or representative office;
e/
The field and scope of operation of the branch or representative office:
f/
Full name, residence, identity card or passport number or other legal personal
identification papers as specified in Article 24 of this Decree, of the head of
the branch or representative office;
g/
Full name and signature of the representative at law of the enterprise.
The
notice specified in this Clause must be enclosed with:
- A
written decision and a copy of the minutes of the Members' Council meeting, for
limited liability companies with two or more members; of the company owner or
the Members' Council or the company president, for one-member limited liability
companies; of the Board of Directors, for joint-stock companies; or of general
partners, for partnerships, on the setting up of a branch or representative
office;
- A
valid copy of the decision appointing the head of the branch or representative
office;
-A
valid copy of any of personal identification numbers specified in Article 24 of
this Decree of the head of the branch or representative office;
With
regard to branches planned to conduct business lines that require a practicing
certificate, a valid copy of the practicing certificate of the head of the
branch or another concerned person shall be included under specialized laws.
2.
Notification of the setting up of business places:
Business
places of enterprises can be outside their registered head offices. Enterprises
may only set up business places in provinces or centrally run cities where
their head offices or branches are based. Within 10 working days after making
decisions to set up their business places, enterprises shall send notices of
business places to provincial-level business registration offices. Such a
notice has the following details:
a/
Enterprise identification number;
b/
Name and address of the head office of the enterprise, name and address of the
branch (in case the business place is attached to the branch);
c/
Name and address of the business place;
d/
The field of operation of the business place;
e/
Full name, residence, identity card or passport number or another legal
personal identification paper specified in Article 24 of this Decree, of the
head of the business place;
f/
Full name and signature of the representative at law of the enterprise.
3.
After receiving valid dossiers of enterprises, provincial-level business
registration office shall input information into the national enterprise
registration information system to request identification numbers for branches,
representative offices or business places, then grant branch or representative
office operation registration certificates, or add business place addresses in
the enterprise registration certificates or branch operation registration
certificates of enterprises.
4.
In case an enterprise sets up a branch or representative office outside the
province or city where its head office is based, within 7 working days after
being granted a branch or representative office operation registration
certificate, it shall send a written notice thereof to the provincial-level
business registration office of the locality where its head office is based in
order to be added to the enterprise registration dossier and will be re-granted
an enterprise registration certificate.
5.
The setting up of overseas branches or representative offices by enterprises
must comply with the laws of host countries.
Within
30 working days after officially opening an overseas branch or representative
office, an enterprise shall send a notice thereof to the business registration
office where it has registered its business. Such a notice shall be enclosed
with a valid copy of the operation registration certificate of the branch or
representative office or equivalent documents to be added to the enterprise
registration dossier so that the enterprise shall be re-granted an enterprise
registration certificate.
Chapter V
DOSSIERS, ORDER AND
PROCEDURES FOR REGISTRATION OF CHANGES IN ENTERPRISE REGISTRATION
Article 34. Registration of addition or change of business
lines
1.
In case of change of its business line, an enterprise shall send a notice to
the business registration office with which it has registered its business.
Such a notice has the following details:
a/
The enterprise's name, identification number, tax identification number or the
number of its business registration certificate (for enterprises having no
identification number and tax identification number);
b/The
business line registered to be added or changed;
c/
The full name and signature of the enterprise's representative at law.
If
the business line that is added or changed requires legal capital, a competent
agency's written certification of the enterprise's legal capital shall be
enclosed.
If
the business line that is added or changed requires a practicing certificate,
valid copies of practicing certificates of one or several persons defined in
specialized laws shall be enclosed.
The
notice shall be enclosed with the written decision and a copy of the minutes of
the Members' Council meeting, for limited liability companies with two or more
members; of the Shareholders' General Meeting, for joint-stock companies; of
general partners, for partnerships; the decision of the company owner, for
one-member limited liability companies, on the addition or change of the
business line. Changes in the company charter must be clearly indicated in the
decision and the meeting minutes.
2.
Upon receipt of the notice, the business registration office shall issue a receipt
and register the business line addition or change for the enterprise.
Article 35. Registration of change of addresses of
enterprises' head offices
1.
Before registering the change of the address of its head office, an enterprise
shall carry out relocation procedures with a tax office under the tax laws.
2.
When relocating its head office to another place within the same province or
centrally run city, an enterprise shall send a notice thereof to the business
registration office with which it has registered its business. Such a notice
has the following details:
a/
The enterprise's name, identification number and tax identification number or
the number of its business registration certificate (for enterprises having no
enterprise identification number and tax identification number);
b/The
address of the planned new head office:
c/
The full name and signature of the enterprise's representative at law.
This
notice shall be enclosed with the written decision and a copy of the minutes of
the Members' Council meeting, for limited liability companies with two or more
members; of the Shareholders General Meeting, for joint-stock companies; of
general partners, for partnerships; the decision of the company owner, for
one-member limited liability companies. Changes in the company charter must be
clearly indicated in the decision and the meeting minutes.
Upon
receipt of the notice, the business registration office shall issue a receipt
and register the head office address change for the enterprise.
3.
When relocating its head office to another province or city, the enterprise
shall send a notice to the business registration office of the locality where
it plans to base its new head office. Such a notice has the following details:
a/
The enterprise's name, identification number and tax identification number or
the number of its business registration certificate (for enterprises having no
enterprise identification number and tax identification number);
b/
The address of the planned new head office:
c/
The full name, the number of the identity card, passport or another lawful
personal identification paper as specified in Article 24 of this Decree, the
permanent residence address and signature of the enterprise's representative at
law.
The
notice sent to the business registration office of the locality where the
enterprise plans to base its new head office shall be enclosed with copy of the
amended company charter and the list of members, for limited liability
companies with two or more members; the list of authorized representatives, for
one-member limited liability companies that are organized and managed under
Clause 3, Article 67 of the Enterprise Law; the list of founding shareholders,
for joint-stock companies; the list of general partners, for partnerships; the
written decision and a copy of the minutes of the Members' Council meeting, for
limited liability companies with two or more members; of the Shareholders
General Meeting, for joint-stock companies; of general partners, for
partnerships: or the decision of the company owner, for one-member limited
liability companies.
Upon
receipt of the notice, the business registration office of the locality where
the enterprise plans to base its new head office shall issue a receipt,
register the relocation of the head office and re-grant an enterprise
registration certificate to the enterprise.
Within
5 working days after re-granting an enterprise registration certificate to the
enterprise, the business registration office of the locality where the
enterprise bases its new head office shall send a copy of the new enterprise
registration certificate to the business registration office with which the
enterprise previously registered its business.
4.
Change of the address of an enterprise's head office does not alter the rights
and obligations of the enterprise.
Article 36. Registration of change of enterprise names
1.
In case of change of its name, an enterprise shall send a notice to the
business registration office that has granted an enterprise registration
certificate to it. Such a notice must contain the following details:
a/
The enterprise's current name, identification number and tax identification
number or the number of its business registration certificate (for enterprises
having no enterprise identification number and tax identification number):
b/
The expected new name:
c/
The full name and signature of the enterprise's representative at law.
This
notice shall be enclosed with the written decision and a copy of the minutes of
the Members' Council meeting, for limited liability companies with two or more
members; of the Shareholders General Meeting, for joint-stock companies; of
general partners, for partnerships; the decision of the company owner, for
one-member limited liability companies. Changes in the company charter must be
clearly indicated in the decision and the meeting minutes.
2.
Upon receipt of the notice, the business registration office shall issue a
receipt and register the change of the enterprise's name if the enterprise's
new name is not against regulations on enterprise naming.
3.
Change of an enterprise's name does not alter the rights and obligations of
this enterprise.
Article 37. Registration of change of general partners
When
a partnership admits a new general partner or terminates the membership of a
general partner under Clauses 1. 2 and 3. Article 138 of the Enterprise Law. it
shall send a notice to the business registration office with which it has
registered its business. Such a notice must contain the following details:
1.
The enterprise's name, identification number and tax identification number or
the number of its business registration certificate (for enterprises having no
enterprise identification number and tax identification number):
2.
The full name, the number of the identity card, passport or another legal
personal identification paper as specified in Article 24 of this Decree, and
the permanent residence address of the new general partner or the one whose
membership is terminated;
3.
The signatures of all general partners or authorized general partners, except
partners whose membership is terminated:
4.
Amendments to the company's charter.
Enclosed
with the notice must be a copy of the identity card or passport or another
personal identification paper of the new general partner as specified in
Article 24 of this Decree.
Upon
receipt of the notice, the business registration office shall issue a receipt
and register the general partner change for the partnership.
Article 38. Registration of change of representatives at
law of limited liability companies or joint-stock companies
In
case a limited liability company or joint-stock company changes its
representative at law. it shall send a notice to the business registration
office with which it has registered its business. Such a notice must contain
the following details:
1.
The company's name, enterprise identification number and tax identification
number or the number of its business registration certificate (for enterprises
having no enterprise identification number and tax identification number);
2.
The full names, the numbers of identity cards, passports or other legal
personal identification papers as specified in Article 24 of this Decree, posts
and permanent residence addresses of the incumbent representative at law and
the successive representative at law of the company;
3.
The full name and signature of the chairman of the Members' Council, for
limited liability companies with two or more members; of the company owner or
chairman of the Members' Council or the company president, for one-member
limited liability companies; or of the chairman of the Board of Directors, for
joint-stock companies. If the chairman of the Members' Council, the president
of the company or the chairman of the Board of Directors has absconded from
his/her residence, is held in custody, suffers a mental disease or other
ailments which render him/her unable to perceive or control him/herself or
refuses to sign the company's notice, the notice must contain the full names
and signatures of the members of the Members' Council or the company owner or
the members of the Board of Directors, who have attended and unanimously voted
for the change of the company's representative at law.
The
notice must be enclosed with the written decision and a copy of the minutes of
the Members' Council meeting, for limited liability companies with two or more
members, of the Shareholders General Meeting, for joint-stock companies in case
the change of the company's representative at law leads to no change in the
company charter, or of the Board of Directors, for joint-stock companies in
case the change of the company's representative at law leads to no change in the
company charter: the decision of the company owner, for one-member limited
liability companies, on the change of the representative at law; a copy of the
identity card or passport or another personal identification paper of the
substitute for the company's representative at law as specified in Article 24
of this Decree.
Changes
in the company charter shall be clearly indicated in the decision and the
minutes of the meeting of the Members' Council or the Shareholders' General
Meeting, or the decision of the company owner.
Upon
receipt of the notice, the business registration office shall issue a receipt
and register the change of the representative at law of the limited liability
company or joint-stock company.
Article 39. Registration for change of investment capital
of private enterprise owners
In
case of increase or decrease in the registered investment capital, the owner of
a private enterprise shall send a notice on the change to the business
registration office with which the enterprise has registered its business. Such
a notice must contain the following details:
1.
The enterprise's name, identification number and tax identification number or
the number of its business registration certificate (for enterprises having no
enterprise identification number and tax identification number);
2.
The registered investment capital, new investment capital level and the time of
investment capital change;
3.
The full name and signature of the private enterprise owner:
Upon
receipt of the notice, the business registration office shall issue a receipt
and register the investment capital change for the enterprise.
Article 40. Registration of change of charter capital or in
capital contribution proportions
1.
In case of increase or decrease in its charter capital or change in its capital
contribution proportions, a company shall send a notice to the business
registration office with which it has registered its business. Such a notice
must contain the following details:
a/
The company's name, enterprise identification number and tax identification
number or the number of its business registration certificate (for enterprises
having no enterprise identification number and tax identification number);
b/
The full name, address, nationality, the number of the identity card, passport
or another legal personal identification paper as specified in Article 24 of
this Decree or the number of the establishment decision and enterprise
identification number of each member, for limited liability companies with two
or more members, of the owner and the authorized person, for one-member limited
liability companies, of founding shareholders, for joint-stock companies, of
general partners, for partnerships;
c/
The capital contribution proportion of each member, for limited liability
companies with two or more members, or of each founding shareholder, for
joint-stock companies, or the authorized ownership proportion of each
authorized representative, for one-member limited liability companies organized
and managed under Clause 3, Article 67 of the Law on Enterprises:
d/
The registered charter capital and the proposed new charter capital: the time
and form of capital increase or reduction:
e/
The full name, nationality, the number of the identity card, passport or
another legal personal identification paper as specified in Article 24 of this
Decree, the permanent residence address and signature of the representative at
law of the company or of the authorized general partner, for partnerships, of
the chairman of the Members'
Council,
for limited liability companies, of the chairman of the Board of Directors, for
joint-stock companies.
The
notice must be enclosed with the written decision and a copy of the minutes of
the Members' Council meeting, for limited liability companies with two or more
members, of the Shareholders General Meeting, for joint-stock companies; the
decision of the company owner, for one-member limited liability companies on
the change of charter capital of the company. Changes in the company charter
shall be clearly indicated in the decision, and the minutes of the meeting of
the Members' Council or Shareholders General Meeting and the decision of the
company owner.
In
case of charter capital reduction, the enterprise shall make a commitment to
ensure the payment of all debts and other asset liabilities after the capital
reduction, and attach the notice with the latest financial statement available
following the time of decision to reduce its charter capital. For a company
with foreign-owned capital accounting for more than 50%. its financial
statement shall be verified by an independent auditor.
Upon
receipt of the notice, the business registration office shall issue a receipt
and register the capital increase or reduction for the company.
2.
Registration of charter capital increase or reduction does not apply to one-
member limited liability companies.
3.
In case of capital reduction for enterprises conducting business lines that
require legal capital, registration of charter capital reduction shall be
effected for enterprises only when their registered capital level after the
reduction is not lower than the legal capital level applicable to such business
lines.
4.
Charter capital of a joint-stock company is exclusive of the value of shares
allowed to be offered for sale.
Article 41. Registration of change of founding shareholders
of joint-stock companies
1.
Registration of change of founding shareholders of a joint-stock company in the
case specified in Clause 3, Article 84 of the Law on Enterprises:
The
company shall send a notice to the business registration office with which it
has registered its business. Such a notice must contain the following details:
a/
The company's name, enterprise identification number and tax identification
number or the number of its business registration certificate (for enterprises
having no enterprise identification number and tax identification number):
b/
The name, head office address, enterprise identification number or number of
establishment decision, for institutional founding shareholders, or the full
name, the number of the identity card, passport or another legal personal
identification paper as specified in Article 24 of this Decree, for individual
founding shareholders who fail to fulfill their capital contribution
commitments and their uncontributed capital portions:
c/
The name, head office address, enterprise identification number or number of
establishment decision, for institutions, or the full name, the number of the
identity card, passport or another legal personal identification paper as
specified in Article 24 of this Decree, for individuals who make additional
capital contribution and the capital contribution portion after additional
contribution.
d/
The full name, number of the identity card.
passport
or another legal personal identification paper as specified in Article 24 of
this Decree and signature of the representative at law of the company;
The
notice shall be enclosed with the written decision, a copy of the minutes of
the Shareholders’ General Meeting on the change of a founding shareholder due
to failure to fulfill the capital contribution commitment: the list of founding
shareholders after the change; copies of the establishment decision and
enterprise registration certificate or equivalent papers, and a valid copy of
any of personal identification papers of the authorized representative as
specified in Article 24 of this Decree and the relevant authorization decision,
for institutions, or a copy of the identity card or passport or another legal
personal identification paper specified in Article 24 of this Article, for
individuals who make additional capital contribution.
Amendments
to the company charter must be clearly indicated in the decision or minutes of
the Shareholders' General Meeting.
Upon
receipt of the notice, the business registration office shall issue a receipt
and register the founding shareholder change for the company.
2.
Registration of change of founding shareholders in the case specified in Clause
5. Article 84 of the Law on Enterprises:
The
company shall send a notice to the business registration office with which it
has registered its business. Such a notice must contain the following details:
a/
The company's name, enterprise identification number and tax identification
number or the number of its business registration certificate (for enterprises
having no enterprise identification number and tax identification number);
b/
The name, head office address, enterprise identification number or number of
establishment decision, for institutional founding shareholders, or the full
name, the number of the identity card, passport or another legal personal
identification paper as specified in Article 24 of this Decree, for individual
founding shareholders, capital contribution portions of the transferor and
transferee;
c/
The full name, number of the identity card, passport or another legal personal
identification paper as specified in Article 24 of this Decree and signature of
the representative at law of the company.
The
notice shall be enclosed with the written decision, a copy of the minutes of
the Shareholders' General Meeting on the change of the founding shareholder;
the list of founding shareholders after the change; the share transfer contract
and written certifications of transfer completion; a copy of the establishment
decision and valid copies of any of personal identification papers of the
authorized representative as specified in Article 24 of this Decree and the
relevant authorization decision, for institutional founding shareholders
receiving the transferred shares, or a copy of the identity card or passport or
another legal personal identification paper specified in Article 24 of this
Article, for individuals receiving transferred shares. Amendments to the
company charter must be clearly indicated in the decision or minutes of the
Shareholders' General Meeting.
Upon
receipt of the notice, the business registration office shall issue a receipt
and register the founding shareholder change for the company.
3.
Registration of change of founding shareholders due to donation of shares:
Registration
of change of founding shareholders due to donation of shares shall be made under
the provisions applicable to registration of founding shareholders due to
transfer of shares, with transfer contracts and written certifications of
transfer completion replaced with share donation contracts.
Article 42. Registration of change of members of limited
liability companies with two or more members
1.
In case of admission of a new member, the company shall send a notice to the
business registration office with which it has registered its business. Such a
notice must contain the following details:
a/
The company's name, enterprise identification number and tax identification
number or the number of its business registration certificate (for enterprises
having no enterprise identification number and tax identification number):
b/
The name, enterprise identification number and head office address, for
institutional members; full name, nationality, number of the identity card or
passport or another legal personal identification number as specified in
Article 24 of this Decree, for individual members; capital contribution value,
portions and timing, kinds of assets used for capital contribution, quantity
and value of each kind of asset contributed as capital by new members;
c/
The newly changed capital contribution portions of all members after admission
of the new member;
d/
The company's charter capital after the admission of the new member:
e/
The full name and signature of the representative at law of the company.
The
notice shall be enclosed with the written decision and a copy of the minutes of
the Members' Council meeting on the admission of the new member, and the
written certification of the capital contribution of the new member to the
company; a copy of the establishment decision and a valid copy of any personal
identification papers of the authorized representative as specified in Article
24 of this Decree and the relevant authorization decision, for institutional
members, or a copy of the identity card or passport or another legal personal
identification paper as specified in Article 24 of this Decree, for individual
members. Amendments to the company charter shall be clearly indicated in the
decision, and the minutes of the Members' Council meeting.
Upon
receipt of the notice, the business registration office shall issue a receipt
and register the member change and charter capital increase for the company.
2.
In case of change of members due to the transfer of a capital contribution
portion, the company shall send a notice to the business registration office
with which it has registered its business. Such a notice must contain the
following details:
a/
The company's name, enterprise identification number and tax identification
number or the number of its business registration certificate (for enterprises
having no enterprise identification number and tax identification number);
b/
The name and head office address, for organizations, or the full name,
nationality, number of the people's identity card, passport or another legal
personal identification paper as specified in Article 24 of this Decree, for
individuals; and the capital contribution portions of the transferor and
transferee;
c/
The capital contribution portions of the members after the transfer;
d/
The timing of the transfer;
e/
The full name and signature of the representative at law of the company.
The
notice shall be enclosed with the transfer contract and written certifications
of the transfer completion by the company; a copy of the establishment decision
and a valid copy of any of personal identification papers of the authorized representative
as specified in Article 24 of this Decree and the relevant authorization
decision, for new institutional members, or a copy of the identity card or
passport or another personal identification paper as specified in Article 24 of
this Decree, for new individual members.
Upon
receipt of the notice, the business registration office shall issue a receipt
and register the member change for the company.
3.
In case of change of a member due to inheritance, the company shall send a
notice to the business registration office with which it has registered its
business. Such a notice must contain the following details:
a/
The company's name, enterprise identification number and tax identification
number or the number of its business registration certificate (for enterprises
having no enterprise identification number and tax identification number);
b/The
full name, number of the identity card, passport or another legal personal
identification paper as specified in Article 24 of this Decree, nationality and
the capital contribution portion of the member that left the inheritance and of
every heir;
c/
The timing of inheritance:
d/
The full name and signature of the representative at law of the company.
The
notice shall be enclosed with a written certification of lawful inheritance by
the heir: a copy of the identity card or passport or another personal
identification paper of the heir as specified in Article 24 of this Decree.
Upon
receipt of the notice, the business registration office shall issue a receipt
and register the member change for the company.
4.
In case of registration of member change due to a member's failure to fulfill
the capital contribution commitment under Clause 3. Article 39 of the Law on
Enterprises, the company shall send a notice to the business registration
office with which it has registered its business. Such a notice must contain
the following details:
a/
The company's name, enterprise identification number and tax identification
number or the number of its business registration certificate (for enterprises
having enterprise identification number and tax identification number);
b/
The name and head office address, for organizations, or the full name and
number of the identity card, passport or another legal personal identification
paper as specified in Article 24 of this Decree, nationality and the capital
contribution portions of the member who fails to fulfill the capital
contribution commitment and of the person who agrees to make supplementary
contribution;
c/
The full name and signature of the representative at law of the company.
The
notice shall be enclosed with the written decision and a copy of the minutes of
the Members' Council meeting on the change of the member due to the unfulfilled
commitment of capital contribution and the list of the remaining members of the
company. Amendments to the company charter shall be clearly indicated in the
decision and the minutes of the Members Council meeting.
Upon
receipt of the notice, the business registration office shall issue a receipt
and register the member change for the company.
5.
Registration of member change due to donation of capital contribution portions:
Registration
of member change due to donation of capital contribution portions shall be made
like the registration of member change due to transfer of capital contribution
portions, with transfer contracts and written certifications of transfer
completion replaced with contracts on donation of capital contribution portions.
Article 43. Registration of change of owners of one-member
limited liability companies
In
case a company owner transfers the whole charter capital to an individual or
organization, the transferee shall make registration of change of the company
owner. A dossier for registration of change comprises:
A
notice of change in enterprise registration jointly signed by the old owner or
his/her/its representative at law and the new owner or his/ her/its
representative at law.
A
valid copy of any of personal identification papers of the transferee as
specified in Article 24 of this Decree in case the transferee is an individual
or a valid copy of the business registration certificate or enterprise
registration certificate or establishment decision in case the transferee is an
institution: and a valid copy of any of personal identification papers of the
authorized representative as specified in Article 24 of this Decree.
The
amended or supplemented company charter;
The
capital transfer contract and documents evidencing the completion of capital
transfer.
Upon
receipt of dossiers for registration of a change, the business registration
office shall issue receipts and register the change of the company owner.
Article 44. Registration of change of private enterprise
owners in case of sale or donation of enterprises or death or missing of
enterprise owners
In
case a private enterprise owner sells or donates his/her enterprise or is dead
or missing, the purchaser, recipient or heir shall register the change of
private enterprise owner. A dossier for registration of such change comprises:
1. A
notice of change of private enterprise owner bearing the signatures of the
seller or donor and the purchaser or recipient of the private enterprise in
case of sale or donation of the private enterprise: or the signature of the
heir in case the private enterprise owner is dead or missing.
2. A
valid copy of any of personal identification papers of the private enterprise
purchaser, recipient or heir as specified in Article 24 of this Decree.
3.
The enterprise sale and purchase or donation contract and documents evidencing
the completion of the transfer or donation in case of sale or donation of the
private enterprise: the death certificate or declaration of missing of the
private enterprise owner issued by the court in case the private enterprise
owner is dead or missing, and the written certification of the heir's lawful
right to inheritance.
Upon
receipt of a private enterprise's dossier for registration of change, the
business registration office shall issue a receipt and register the change of
the private enterprise owner.
Article 45. Registration of changes in tax registration
1.
In case an enterprise changes its tax registration contents without changing
its business registration contents, it shall send a notice to the
provincial-level business registration office in the locality where its head
office is based.
Such
a notice must contain the following details:
a/
The name, head office address, enterprise identification number and date of
grant of the business registration certificate, tax registration certificate or
enterprise registration certificate;
b/
Changes in tax registration information.
2.
The business registration office shall receive the notice, input data into the
national enterprise registration information system for transmission to the
database of the General Department of Taxation, and concurrently file
the notice in the enterprise registration dossier.
Article 46. Registration of changes in enterprise
registration or operation registration under court rulings
In
case of a change in its enterprise registration or operation registration under
a court ruling, an enterprise shall register such change. A registration
dossier must contain a valid copy of the court judgment or ruling which has
taken legal effect.
Article 47. Registration of change in operation
registration or notices of termination of operation of branches, representative offices or business places
1.
When changing registration contents of their branches, representative offices
or business places, enterprises shall send notices thereof to provincial-level
business registration offices in localities where their branches or
representative offices are based in order to have their branch or
representative office operation registration certificates renewed.
2.
In case of relocation of their branches or representative offices to other
provinces or centrally run cities different from registered locations,
enterprises shall send notices thereof to provincial-level business
registration offices in localities to which their branches or representative
offices are planned to move and provincial-level business registration offices
in localities where their branches or representative offices are based.
Provincial-level business registration offices in localities to which branches
or representative offices are planned to move shall receive notices and grant
operation registration certificates to these branches or representative
offices.
3.
Upon termination of operation of their branches, representative offices or
business places, enterprises shall send notices thereof to business
registration offices that have granted operation registration certificates to their
branches or representative offices or have been notified by enterprises of the
setting up of their business places. Business registration offices shall
receive notices and carry out procedures for revocation of operation
registration certificates of branches or representative offices or deletion of
business places from enterprise registration certificates or operation
registration certificates of branches or representative offices.
Article 48. The right of enterprises to complain
If
after 5 working days from the date of sending its notice of change in
enterprise registration to the business registration office, an enterprise does
not have the change in its business registration registered under regulations
or receives no request for modification or supplementation of the enterprise
registration dossier from the business registration office, it may lodge a
complaint under the law on complaints and denunciations.
Chapter VI
REGISTRATION OF BUSINESS
HOUSEHOLDS
Article 49. Business households
1. A
business household owned by an individual who is a Vietnamese citizen or a
group of individuals or a household may only register business at one location,
employ 10 laborers at most but may not have a seal and shall be held liable
with all of its assets for its business operation
2.
Households engaged in agricultural production, forestry, fishery or salt
making, street vendors, small vendors, shipment traders, mobile traders or
service providers who have low incomes are not required to register their
business except for conditional business lines. People's Committees of
provinces and centrally run cities shall set low income levels in their
respective localities.
3.
Business households which regularly employ more than 10 laborers shall register
themselves as enterprises.
Article 50. The right to set up business households and the
obligation of business households to register their business
1.
Vietnamese citizens who are full 18 years of age or older and have the full
legal capacity and civil act capacity and households have the right to set up
business households as well as the obligation to register their business
households under this Chapter.
2.
Individuals and households defined in Clause 1 of this Article may each
register only one business household nationwide.
Article 51. Business household registration certificates
Business
household registration certificates shall be granted to business households
founded and operating under this Decree.
Business
household registration certificates shall be granted based on information
declared in business registration dossiers by business household founders who
shall take responsibility for such declarations.
Article 52. Order of and procedures for registration of
business households
1.
An individual or a group of individuals or a representative of a household
shall send an application for business household registration to the business
registration office of the district where the business place is to be located.
Such an application must contain the following details:
a/
The name of the business household and address of the business place;
b/
Business lines;
c/
Business capital;
d/
Full names, numbers and dates of grant of identity cards, residence addresses
and signatures of individuals who found the business household, for business
households founded by a group of individuals; full name, number and date of
issue of the identity card, residence address and signature of the founding
individual or representative of the founding household of the business
household, for business households founded by individuals or households.
Enclosed
with the application must be copies of the identity cards of individual members
of the business household or a copy of the identity card of the representative
of the founding household.
and
minutes of the group of individuals" meeting on founding the business
household, for business households founded by a group of individuals.
For
business lines which require a practicing certificate, apart from the papers
specified in Clause 1 of this Article, a valid copy of the practicing
certificate of the individual or representative of the founding household
shall be included.
For
business lines which require legal capital, apart from the papers specified in
Clause 1 of this Article, a valid copy of the written certification of legal
capital, issued by a competent agency or organization, shall be included.
2.
Upon receipt of the dossier, the district- level business registration office
shall hand over a receipt and issue a business household registration
certificate to the business household within 5 working days from the date of
receipt of the dossier, provided that all the following conditions are
satisfied:
a/
The business lines arc not banned;
b/The
business household name intended for registration complies with Article 56 of
this Decree;
c/
The business registration fee is fully paid as prescribed.
In
case the dossier is improper, within 5 working days from the dale of receipt
thereof, the business registration office shall inform in writing the business
household founder of details that need to be modified or supplemented.
3.
After 5 working days from the date of submission of the business registration
dossier, if the applicant for business household registration receives no
business household registration certificate or no request for modification or
supplementation of the business registration dossier, he/she may lodge a
complaint under the law on complaints and denunciations.
4.
In the first week of every month, a district-level business registration office
shall send a list of registered business households of the previous month to
the tax office at the same level, provincial-level business registration office
and economic-technical branch management agency.
Article 53. Business timing
Business
households may conduct business operations after they receive business
household registration certificates, except in case they conduct conditional
business lines.
Article 54. Business places of business households
A
business household that conducts shipment or mobile trading operations shall
select a fixed place for business household registration. This place can be a
registered permanent or temporary residence or where business operations are
most frequently conducted or where trade transactions are conducted. A business
household that conducts shipment or mobile trading operations may carry out its
business operations outside the place registered with the business registration
office but shall inform the tax office and market management authority in the
locality where it has registered its head office and where it conducts business
operations.
Article 55. Registration of change in business household
registration
When
changing registered business registration contents, a business household shall
inform the change to the district-level business registration office with which
it has registered its business.
In
case of temporary cessation of its business operations for at least 30 days, a
business household shall inform the district-level business registration office
with which it has registered its business and the direct managing tax office.
The duration of business operation cessation must not exceed one year.
3.
In case of termination of business operations, a business household shall
return the-original business registration certificate to the district-level
business registration office with which it has registered its business and pay
all debts, including tax arrears and unfulfilled financial obligations.
Article 56. Naming of business households
1.
Business households must have their own names. The name of a business household
must contain the following two elements:
a/
Type of business: "household business":
b/
Own name of the business household.
The
own name must be in Vietnamese and pronounceable, and may include numerals and
symbols.
2.
Letters, words and signs that violate national historical traditions, culture,
morality and fine customs must not be used in names of business households.
3.
Own names of business households must not be identical to those of other
business households already registered in the same district.
Chapter VII
ORDER OF AND PROCEDURES FOR
REGISTRATION OF TEMPORARY CESSATION OF BUSINESS OPERATION. RE-GRANT OR
REVOCATION OF ENTERPRISE REGISTRATION CERTIFICATES OR BUSINESS HOUSEHOLD
REGISTRATION CERTIFICATES
Article 57. Temporary cessation of business operation
An
enterprise or a business household that temporarily ceases its business
operation shall send a written notice thereof to the business registration
office with which it has registered its business and the tax office at least 15
days before the temporary cessation. Such a notice must contain the following
details:
1. The
enterprise's name, head office address, enterprise identification number and
date of grant of its enterprise registration certificate or another equivalent
paper, for enterprises; or the business household registration certificate, for
business households.
2.
Its business lines.
3.
The temporary business cessation duration, the starting and ending dates
thereof. The temporary business cessation duration indicated in the notice must
not exceed one year. After the temporary cessation duration indicated in the
notice, if the enterprise or business household sustains its operation
cessation, a further notice shall be sent to the business registration office.
The total time of temporary cessation must not exceed 2 years.
4.
The reasons for temporary business cessation.
5.
The full name and signature of the enterprise's representative at law or the
business household's representative.
This
notice must be enclosed with the decision and a copy of the minutes of the
Members' Council meeting, for limited liability companies with two or more
members; of the company owner, for one-member limited liability companies, of
the Shareholders General Meeting, for joint-stock companies: or of general
partners, for partnerships.
Business
registration offices shall receive notices and input information into the
national enterprise registration information system for monitoring.
District-level
business registration offices shall receive notices of business households and
file them in business household registration dossiers for monitoring.
Article 58. Re-grant of enterprise registration
certificates
In
case its enterprise registration certificate is lost, burnt, torn, ragged or
otherwise destroyed, an enterprise may send an application for the re-grant of
an enterprise registration certificate to the business registration office that
granted the old enterprise registration certificate to it.
Business
registration offices shall receive applications for the re-grant of enterprise
registration certificates and consider and re-grant enterprise registration
certificates within 5 working days after receiving the applications.
Article 59. Revocation of enterprise registration
certificates
1.
Cases of revocation of enterprise registration certificates are specified in
Clause 2. Article 165 of the Law on Enterprises. Point g. Clause 1. Article 93
of the Law on Tax Administration.
2.
The order of and procedures for revoking enterprise registration certificates
under court rulings comply with the guidance of competent state agencies.
Article 60. Order of and procedures for revoking enterprise
registration certificates
1.
In case a business registration office detects forged declarations in an
enterprise registration dossier:
If
the business registration office detects forged declarations in an enterprise
registration dossier of a newly founded enterprise, it shall issue a notice of
the violation of the enterprise and a decision to revoke its registration
certificate;
If
the business registration office detects forged declarations in a dossier of
registration of a change in enterprise registration, it shall issue a notice of
the violation of the enterprise and cancel the change based on untruthful
information and restore the enterprise registration certificate granted based
on the latest valid dossier, and concurrently notify such to a competent agency
for handling under law.
2.
If a private enterprise owner, a member of a limited liability company, a
founding shareholder of a joint-stock company or a general partner of a
partnership falls into the category of those who are banned from founding an
enterprise under Clause 2. Article 13 of the Law on Enterprises:
a/
For a private enterprise or one-member limited liability company owned by an
individual: The business registration office with which the enterprise has
registered its business shall issue a notice of the violation and a decision to
revoke its registration certificate.
b/
For a limited liability company with two or more members, one-member limited
liability company owned by an organization, joint-stock company or partnership:
The business registration office with which the enterprise has registered its
business shall make a written request for the enterprise to change members or
shareholders who do not have the right to found an enterprise within 30 days
from the date of notification. Past that time limit, if the enterprise fails to
register the change of members or shareholders, the business registration
office shall issue a notice of the violation of the enterprise and a decision to
revoke its registration certificate.
3.
For enterprises that violate Points c. d. e and f, Clause 2. Article 165 of the
Law on Enterprises, the business registration office shall issue a notice of
the violation and request the representative at law of the enterprise to give
explanations. After 10 working days from the deadline stated in the notice, if
the requested person does not show up or his/her explanations are unreasonable,
the business registration office shall issue a decision to revoke the enterprise
registration certificate.
4.
When an enterprise fails to send a report as required at Point g. Clause 2.
Article 165 of the Law on Enterprises, within 10 working days from the
expiration of the time limit for sending reports, the business registration office
shall send a notice of the violation and request the representative at law of
the enterprise to give explanations. After 10 working days from the date of
appointment for giving explanations indicated in the notice, if the
representative does not show up or his/her explanations are unreasonable, the
business registration office shall issue a notice of the violation of the
enterprise and issue a decision to revoke its registration certificate.
5.
If the business registration office detects that the enterprise has conducted a
banned business line, it shall issue a notice of the violation and a decision
to revoke the enterprise registration certificate and concurrently inform
competent state agencies for handling under law.
6.
In case an enterprise is subject to enforcement of a tax administrative
decision specified at Point g. Clause 1. Article 93 of the Law on Tax
Administration, after receiving a written request of the head of the tax
administration office defined at Point b. Clause 2. Article 102 of the Law on
Tax Administration for revocation of the enterprise registration certificate,
the business registration office shall carry out procedures for revoking the
enterprise registration certificate according to the order and procedures
specified in Clause 3 of this Article.
7.
After receiving the decision on revocation of its enterprise registration
certificate, an enterprise shall carry out its dissolution under Article 158 of
the Law on Enterprises. Within 6 months from the date of issuance of the decision
to revoke the enterprise registration certificate, if the dissolution dossier
of the enterprise is not received, the enterprise shall be considered having
been dissolved and the business registration office shall deregister the
enterprise. In this case, the representative at law and all members, for
limited liability companies with two or more members; the company owner, for
one-member limited liability companies: the enterprise owner, for private
enterprises: all members of the Board of Directors, for joint-stock companies;
and all general partners, for partnerships, shall be held jointly responsible
for all debts and unfulfilled asset obligations.
8.
Information on revocation of an enterprise registration certificate shall be
input into the national enterprise registration information system and
transmitted to tax offices within 2 working days after the issuance of a
decision on revocation.
Article 61. Cases of revocation of business household
registration certificates
A
business household has its business household registration certificate revoked
in the following cases:
1.
It fails to commence business operation within 6 months after being granted a
business household registration certificate;
2.
It ceases business operation for 6 consecutive months without notifying such to
the district-level business registration office with which it has registered
business;
3.
It relocates its business place to another district;
4.
It conducts a banned business line.
5.
It has been founded by persons who are not allowed to found a business
household.
Chapter VIII
IMPLEMENTATION PROVISIONS
Article 62. Handling of violations, commendation
1.
Cadres and civil servants who request business founders to submit papers and
impose enterprise registration procedures or conditions which are against this
Decree; or cause difficulties or troubles to organizations and individuals when
processing the enterprise registration or checking enterprise registration
contents shall be handled under law.
2.
Business registration offices and officers that well fulfill their assigned
tasks will be commended and rewarded under regulations.
Article 63. Transfer of data on enterprise registration
1.
The Ministry of Planning and Investment shall guide the transfer of data from
provincial-level business registration offices to the national enterprise
registration database.
2.
Information in business registration certificates, business and tax
registration certificates archived at all provincial-level business
registration offices shall be transferred to the national enterprise
registration information system.
3.
Information registered with provincial-level business registration offices is
original information on enterprises when the transfer of data is conducted.
4.
Based on data on enterprise registration after being transferred and data on
tax registration, provincial-level business registration offices shall send a
notice to each enterprise and request it to:
a/
Register its tax identification number within 30 days after receiving the
notice in case it has been granted a business registration certificate without
having made tax registration. Failing to do so. it shall be handled under the
tax law and have its enterprise registration certificate revoked under Point c.
Clause 2, Article 165 of the Law on Enterprises;
b/
Report on and register a change in its registration contents within 3 months
after receiving the notice in case its business registration and tax
registration contents are inconsistent. Failing to do so, it will have its
enterprise registration certificate revoked under Point g. Clause 2. Article
165 of the Law on Enterprises.
Article 64. Effect
1.
This Decree takes effect on June 1. 2010. All previous stipulations which are
contrary to this Decree are annulled.
2.
This Decree replaces the Government's Decree No. 88/2006/ND-CP of August 29.
2006. on business registration.
Article 65. Responsibility to implement the Decree
Ministers,
heads of ministerial agencies, heads of government-attached agencies,
chairpersons of People's Committees of provinces and centrally run cities, and
subjects of application of this Decree shall implement this Decree.-
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